Supplier Code of Conduct
A. PURPOSE AND SCOPE
This Supplier Code of Conduct (“Code”) establishes the minimum standards of conduct and compliance required by National Water Services, LLC (“NWS”) for any vendor, supplier, independent contractor, consultant, agent, subcontractor, or other third party (collectively, “Supplier”) that provides goods or services to, for, or on behalf of NWS.
This Code forms part of the contractual relationship between NWS and Supplier and applies throughout the term of engagement. By executing an agreement with NWS that references or includes this Code, Supplier acknowledges and agrees to comply with its requirements.
Supplier shall ensure that its employees, agents, representatives, affiliates, subcontractors, and sub-suppliers involved in providing goods or services to NWS comply with standards that are consistent with this Code. Supplier is responsible for implementing appropriate policies, procedures, training, and oversight mechanisms to ensure such compliance.
Supplier’s obligations under this Code are ongoing and apply for the duration of the business relationship with NWS.
For purposes of this Code, “applicable laws” means all laws, regulations, directives, and legally binding requirements of any jurisdiction in which Supplier operates or performs services for NWS.
Any material violation of this Code shall constitute a material breach of Supplier’s agreement with NWS.
B. Expectations of Suppliers
Supplier shall comply with all applicable federal, state, local, and international laws, regulations, and legal obligations in all dealings related to goods or services provided to NWS.
Supplier shall maintain policies, procedures, internal controls, and management systems reasonably designed to ensure compliance with this Code. Such measures shall include appropriate training and oversight to enable personnel to identify, mitigate, and escalate compliance risks.
Supplier shall ensure that its employees, agents, representatives, affiliates, subcontractors, and sub-suppliers involved in providing goods or services to NWS adhere to standards consistent with this Code. Supplier is responsible for appropriate flow-down of these obligations and for monitoring compliance within its supply chain.
Supplier shall conduct reasonable risk-based due diligence prior to engaging subcontractors in connection with services for NWS and shall remain fully responsible for their compliance with this Code.
Supplier shall promptly notify NWS of any material violation of law or this Code relating to services or goods provided to NWS.
C. Business Integrity
Ethics, Anti-Corruption and Anti-Bribery
Supplier shall conduct business ethically, with honesty, integrity, and professionalism, and shall maintain appropriate standards of corporate governance in all dealings with or on behalf of NWS.
Supplier shall comply with all applicable laws relating to bribery, corruption, fraud, kickbacks, tax evasion, insider trading, and similar prohibited conduct. Supplier shall not, directly or indirectly, offer, promise, authorize, solicit, or accept any bribe, improper payment, or thing of value intended to influence a business decision or secure an improper advantage.
Supplier shall implement reasonable internal controls designed to prevent and detect improper payments and corrupt practices within its organization and supply chain.
Supplier shall maintain accurate books, records, and accounts that fairly and accurately reflect all transactions related to business conducted with or on behalf of NWS. Supplier shall not establish or maintain any undisclosed or unrecorded funds, accounts, or assets.
Conflicts of Interest
Supplier shall avoid activities, relationships, or financial interests that create, or appear to create, a conflict of interest with NWS.
Supplier shall proactively disclose in writing to NWS any actual, potential, or perceived conflict of interest related to services or goods provided to NWS, including but not limited to financial interests, personal relationships, or competing business activities that could impair impartial performance.
Supplier shall not enter into employment, consulting, financial, or other business arrangements with NWS employees that could create an actual or perceived conflict of interest without prior written disclosure to and approval from NWS.
Failure to disclose a conflict of interest may constitute a material breach of this Code.
Confidentiality, Intellectual Property Data Privacy
Supplier shall safeguard NWS’s confidential information, proprietary information, and intellectual property and shall use such information solely for authorized business purposes.
Supplier shall comply with all applicable data protection, privacy, and information security laws and shall implement reasonable administrative, technical, and physical safeguards to protect personal data and sensitive information from unauthorized access, disclosure, alteration, or destruction.
Supplier shall maintain an information security program aligned with recognized industry standards appropriate to the nature and sensitivity of the data processed.
Supplier shall notify NWS without undue delay, and in no event later than seventy-two (72) hours after becoming aware of a confirmed data breach involving NWS data, unless applicable law requires a shorter timeframe.
Antitrust/Fair Competition
Supplier shall comply with all applicable antitrust and competition laws. Supplier shall not engage in collusive bidding, price fixing, market allocation, unfair trade practices, or any conduct that violates applicable competition laws.
International Trade & Sanctions Compliance
Supplier shall comply with all applicable trade laws, including economic sanctions, export controls, import laws, and anti-boycott laws administered by the United States and any other applicable jurisdiction.
Supplier shall not engage in transactions involving individuals, entities, countries, or territories subject to sanctions or trade restrictions.
Supplier shall implement reasonable screening and compliance procedures to prevent violations of applicable trade laws.
Supplier represents that it is not owned or controlled, directly or indirectly, by any individual or entity subject to applicable sanctions.
Supplier shall immediately notify NWS if Supplier or any of its owners, officers, directors, affiliates, subcontractors, or key personnel:
- Becomes subject to trade sanctions or appears on a government restricted party list;
- Becomes subject to an investigation or enforcement action related to trade compliance; or
- Engages in business operations in a sanctioned jurisdiction related to services provided to NWS.
Violation of applicable trade or sanctions laws shall constitute grounds for immediate termination at NWS’s discretion.
D. Product Quality & Continuous Improvement
Supplier shall ensure that all goods and services provided to NWS:Comply with applicable laws and regulatory requirements;
- Meet agreed contractual specifications and quality standards;
- Are fit for their intended purpose; and
- Are delivered in a manner consistent with industry standards.
- Supplier shall promptly notify NWS of any known defects, safety concerns, regulatory non-compliance, or quality issues that may affect goods or services provided to NWS.
E. Human Rights & Labor Conditions
NWS is committed to conducting business in a manner that respects internationally recognized human rights and prohibits exploitative labor practices. Supplier shall uphold these principles within its operations and supply chain.
Prohibition of Forced Labor and Human Trafficking
Supplier shall not engage in, support, or tolerate any form of forced labor, bonded labor, indentured labor, involuntary prison labor, or human trafficking.
Employment shall be voluntary. Workers shall not be required to surrender identity documents, pay recruitment fees, incur unlawful financial penalties, or be subjected to coercion, threats, or restriction of movement.
Supplier shall implement reasonable due diligence measures designed to identify and mitigate risks of forced labor or human trafficking within its operations and supply chain.
Any verified violation involving forced labor or human trafficking shall constitute grounds for immediate termination of the business relationship at NWS’s sole discretion.
Prohibition of Child Labor
Supplier shall not employ child labor in violation of applicable law.
If local law does not define a minimum age for employment, the minimum age shall be 15 years. Where the nature of work is hazardous or likely to jeopardize the health, safety, or development of a minor, the minimum age shall be no less than 18 years.
Any verified unlawful use of child labor shall constitute grounds for immediate termination at NWS’s sole discretion.
Wages and Working Hours
Supplier shall comply with all applicable wage and hour laws, including those relating to minimum wage, overtime, working hours, rest periods, and legally mandated benefits. Workers shall be compensated in a timely manner in accordance with applicable law or contractual requirements.
Workplace Health and Safety
Supplier shall provide a safe and healthy working environment in compliance with applicable health and safety laws. Supplier shall implement appropriate safety policies, procedures, and training designed to reduce workplace risks.
Anti-Discrimination, Anti-Harassment & Respectful Workplace
Supplier shall treat all workers with dignity and respect and shall not engage in discrimination, harassment, retaliation, or abusive conduct.
Supplier shall comply with all applicable laws prohibiting discrimination in hiring, compensation, advancement, discipline, termination, and other employment practices.
Prohibited discrimination includes discrimination based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, or any other protected characteristic under applicable law.
Freedom of Association
Supplier shall respect the lawful rights of workers to freedom of association, organization, and collective bargaining without retaliation or interference.
Reporting & Non-Retaliation
Supplier shall maintain a mechanism that allows workers to raise concerns or report suspected misconduct anonymously where permitted by law and without fear of retaliation.
Supplier shall not retaliate against any individual who in good faith reports suspected misconduct, raises a compliance concern, or participates in an investigation related to this Code.
F. Diversity, Equity & Inclusion
NWS is committed to maintaining a business environment grounded in respect, fairness, and equal opportunity.
Supplier shall comply with all applicable employment and human rights laws and shall promote workplaces free from discrimination, harassment, and retaliation.
Supplier is encouraged to foster inclusive practices that support equal opportunity and respect for individuals regardless of legally protected characteristics.
G. Environmental Sustainability
Supplier shall comply with all applicable environmental laws, regulations, and permit requirements in the jurisdictions in which it operates.
Supplier is expected to implement reasonable measures to identify, manage, and reduce environmental impacts associated with its operations, including waste management, resource use, emissions, and pollution prevention, where practicable.
Upon reasonable request, Supplier shall provide information regarding environmental practices or metrics reasonably necessary to support NWS’s regulatory, customer, or sustainability reporting obligations.
Supplier shall promptly notify NWS of any material environmental violations or regulatory actions that could affect goods or services provided to NWS.
H. Reporting & Record Keeping
Supplier shall promptly notify NWS in writing if it becomes aware of any circumstance or action that violates or may violate this Code.
Supplier shall maintain accurate and complete records sufficient to demonstrate compliance with this Code.
Upon reasonable request, Supplier shall provide documentation necessary to verify compliance. NWS reserves the right, upon reasonable notice either remotely or during normal business hours, to conduct audits, inspections, and assessments (including on-site National Water Services, LLC reviews) of Supplier’s facilities, records, policies, and practices to verify compliance with this Code. Supplier shall provide reasonable access to relevant documentation, personnel, and facilities. Supplier shall cooperate in good faith with such requests.
NWS may, at its sole discretion, require corrective action where non-compliance is identified. Failure to remedy non-compliance, or any material breach of this Code, may result in suspension or termination of the business relationship.
Supplier shall maintain insurance coverage appropriate to the nature of the goods and services provided, in amounts consistent with industry standards or as required by contract.
Notwithstanding the foregoing, violations involving forced labor, human trafficking, unlawful child labor, or sanctions laws may result in immediate termination at NWS’s sole discretion.
I. Miscellaneous
NWS reserves the right to update or amend this Code from time to time. Supplier agrees to comply with the most current version upon reasonable notice.
If any provision of this Code is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
J. Acknowledgement
By signing below, Supplier acknowledges receipt of this Supplier Code of Conduct and represents that it has the authority to bind the Supplier to these requirements. Supplier agrees to comply with this Code and to ensure that its employees, agents, subcontractors, and sub-suppliers adhere to standards consistent with its provisions.
Supplier further represents that, as of the date of execution, neither Supplier nor, to Supplier’s knowledge, its owners, officers, or directors are subject to applicable trade sanctions or engaged in practices prohibited under this Code.